exhibit10291_amend1lda.htm


    Exhibit
10.29.1

    


    AMENDMENT
ONE TO LICENCE/JOINT DEVELOPMENT AGREEMENT

    


         Effective
as of May 20, 2008, CYTORI THERAPEUTICS, INC., a Delaware corporation, located
at 3020 Callan Road, San Diego, CA 92121, U.S.A. (“Cytori”), OLYMPUS
CORPORATION, a Japanese corporation, with its principal office at 2-43-2
Hatagaya Shibuya-ku, Tokyo, Japan (“Olympus”), and Olympus-Cytori, Inc. a
Delaware corporation, located at 3020 Callan Road, San Diego, CA 92121, U.S.A.
(“NewCo”), agree as follows:

    


    RECITALS:

        A.  Cytori,
Olympus and NewCo entered into LICENCE/JOINT DEVELOPMENT AGREEMENT as of
November 4, 2005 (hereinafter called “the Original Agreement”).

    


        B.  Cytori,
Olympus and NewCo agree to make certain modification to the Original
Agreement.

    


    
      	
              1.1  

            	
               Cytori,
      Olympus and NewCo agree that Section 4.7 of the Original Agreement shall
      be deleted in its entirety and the following inserted in its
      place:

            


    

    


    
      	
              4.7.1  

            	
              Regulatory
      Filings.  The Parties shall discuss in good faith the
      responsibilities of each Party with respect to all appropriate, prudent
      and necessary governmental filings, including, without limitation, Japan’s
      Yakuji application, Food and Drug Administration applications and CE mark
      applications, provided that, in cooperation and collaboration with
      Olympus, Cytori shall be responsible for using commercially reasonable
      efforts to seek Food and Drug Administration approval in the Licensed
      Field for the Prototype of Celution set forth in Schedule 1 of the Joint
      Venture Agreement.

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    
      	
              4.7.2

            	
              Regulatory
      Filings.  Either Cytori or NewCo may be identified as the
      holder of record of the device regulatory approvals for the Final
      Product(s) in Japan’s Yakuji application, Food and Drug Administration
      applications and CE mark applications (“Holder”). Cytori shall at all
      times be the owner of all such approvals, and shall maintain full
      discretion as to which party shall be, or continue to be the Holder. NewCo
      may, in its sole discretion, elect not to become, or not to continue to be
      the Holder.  For the avoidance of doubt, in the event that NewCo
      becomes the Holder, during the term of this Agreement and thereafter,
      NewCo shall have no obligation pay anything to Cytori for being the
      Holder, and no marketing rights are granted to NewCo as a result of its
      being the Holder.  In the event that Cytori desires to have any
      third party be the holder of any such record, Cytori shall obtain prior
      written approval of NewCo. The Parties shall discuss in good faith the
      responsibilities of each Party with respect to all appropriate, prudent
      and necessary preparations required for any and all governmental filings,
      including, without limitation, Japan’s Yakuji application, Food and Drug
      Administration applications and CE mark applications. Unless otherwise
      provided for in a signed agreement between the parties, Cytori shall, in
      consultation with and with reasonable cooperation of Olympus and NewCo,
      direct and control all regulatory filings for the Final Product(s) and
      Licensed Product(s) in the target markets including Japan, the United
      States and Europe in its sole discretion and at its own expense, provided
      that Cytori hereby covenants and agrees to comply with all applicable Laws
      relating to such direction or control. Such “Laws” shall have the meaning
      as defined in the attachment 1 of the Shareholders Agreement dated
      November 4, 2005 between the parties.  In the event that any
      Governmental/Regulatory body provides either party with any notice or
      correspondence asserting that a violation of the law, directives,
      regulations or standards has occurred (a “Regulatory Infraction”) NewCo
      and Cytori shall fully cooperate with each other in the management and
      correction of the Regulatory Infraction and the parties shall jointly
      direct and control such matters, provided that NewCo may elect in its sole
      discretion not to be involved in the direction and control of such
      issues.

            


    

    


    
      	
              4.7.3

            	
              Quality
      Management

            


    

    NewCo
shall direct and control quality management of Final Product(s) and Licensed
Product(s) developed under this Agreement in its sole discretion and at its own
expense.

    


    
      	
              1.2  

            	
              Cytori,
      Olympus and NewCo agree that EXHIBIT 1A (ACCEPTANCE PROCEDURES) and
      EXHIBIT 1B (DEVELOPMENT PLAN) of the Original Agreement shall be deleted
      in their entirety, and that the EXHIBIT 1A and the EXHIBIT 1B which are
      attached hereto, and incorporated herein by this reference, shall be
      inserted in their places.

            


    

    


    
      	
              1.3  

            	
              This
      Amendment shall enter into force with retroactive effect from November 7,
      2007.

            


    

    


    
      	
              1.4  

            	
              All
      capitalized terms used but not defined herein shall have the same meaning
      as set forth in the Original
Agreement.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              1.5  

            	
              The
      terms of this Amendment shall supersede any inconsistent terms contained
      in the Original Agreement. Except as specifically modified herein, the
      Original Agreement shall remain in full force and
  effect.

            


    

    


    
      	
              1.6  

            	
              This
      Amendment shall be deemed to be incorporated into by reference and a part
      of the Original Agreement.

            


    

    


    
      	
              1.7  

            	
              This
      Amendment may be executed in any number of counterparts, each of which
      shall be deemed as original and all of which together shall constitute one
      instrument.

            


    

    


    


    [Signature
page follows]


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     IN
WITNESS WHEREOF, the parties hereto have executed this Amendment One to
License/Joint Development Agreement in duplicate originals by their duly
authorized officers or representatives.

    


    


    
      	 
      	
              CYTORI
      THERAPEUTICS, INC.

            	
              OLYMPUS
      CORPORATION

            
	 
      	 
      	 
      
	 
      	
              By:
      /s/ Marc Hedrick

              _______________________________

            	
              By:  /s/
      Shuichi Takayama

              _______________________________

            
	
                
      Name: Marc Hedrick

              _______________________________

                
      Title:  President

              ______________________________

            	
              Name:  Shuichi
      Takayama

              _______________________________

              Title:
      Executive Managing Officer

              _______________________________

            
	 
      	
              Date:  May
      30, 2008

              _______________________________

            	
              Date:  May
      28, 2008

              _______________________________

            
	 
      	 
      	 
      
	 
      	
              OLYMPUS-CYTORI,
      INC.

            	 
      
	 
      	
              By:  /s/
      Yasunobu Toyoshima

              _______________________________

            	 
      
	 
      	
              Name:
      Yasunobu Toyoshima

              _______________________________

              Title:  Board
      of Director

              _______________________________

            	 
      
	 
      	
              Date:  May
      27, 2008

              _______________________________

            	 
      


    

    


    



    
      
         


      

      
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